Death Becomes You
by LadyKayoss
Summary: [Movieverse] The alternate ending to Moonlight Becomes You. Not for the faint of heart.
1. Beyond

Disclaimer: All Spider-Man characters are property of Marvel. Lynnea and Steven O'Connell are mine.

Author's Note: This is that alternate ending to _Moonlight Becomes You _that I came up with first as a joke, then as a (strange) way to deal with my dog's death. And then I was goaded into writing this. I have no clue how long it's going to be; hopefully, not as long as MBY was, since I have other projects in the works. Don't hate me for this. If you choose not to read this, I won't be hurt. If anyone is wondering, it branches off after chapter sixteen of MBY. Oh, and there's an ER scene in here where I describe Otto's wounds, and while I don't go into detail, it isn't pretty.

_**Death Becomes You**_

_One – Beyond_

The sweet scent of flowers filled his nostrils, and he breathed deeply of their heady perfume. He opened his eyes, and his vision was filled with an explosion of color: sunny yellow, tiger-striped orange, violet shading to blue, deep vermilion… He reached out, stroking the velvety petals of an indigo blossom so large its stalk drooped under its weight, so it hung suspended at eye level. It was symmetrically perfect, each petal exactly resembling the other, spaced evenly apart. Something told him such perfection was impossible in nature, and that such a profusion of different species of flower in one place shouldn't exist. The thought fled as soon as it had come; the wonder of this place seemed to banish all questions, all doubts. He just accepted it for what it was.

Above him, the sky was a clear, flawless blue, without a trace of clouds. Even the sun wasn't evident, though he could feel its warmth on his skin. He rolled onto his back, arms behind his head, and stared up at the sky. It occurred to him that he should wonder how he had come to be lying in a field of flowers, without a care in the world, but that thought, too, quickly passed. There was no urgent need for him to be anywhere, so he decided to just enjoy the tranquility.

He had the feeling that he had a _long _time to explore his surroundings; why rush?

But gradually, the urge to look around came to him. Slowly, he got to his feet, careful not to accidentally trample any of the flowers underfoot. He needn't have worried; it was almost as if they had moved out of his way, though he hadn't seen any proof of this. Around him was a seemingly endless field of flowers, all in bloom, packed so thickly that nothing larger than a rabbit could pass through, yet the close quarters didn't seem to inhibit the growth of any of the flora. It seemed there was no competition in nature here, as if all the plants lived in harmony. He turned around slowly, taking in the vast field. The only clearing he could see in this thigh-high chromatic jungle was the one he had lain in.

Correction; when he turned around, there was a pathway through the field that he would have sworn hadn't been there before. There didn't seem to be anywhere else to go, so he took the path that had opened so invitingly before him. With every step, he heard a curious rustling sound. He glanced back once, and thought at first that, despite all the steps he'd taken, he hadn't made any progress at all. Then he realized the path was closing behind him, leaving no sign it had ever existed.

The path wound onward, with seemingly no end in sight. Which was why it came as a shock when he heard sand crunch under his feet, and realized the field of flowers came to an abrupt end on a white sand beach. How had he not seen the flawless turquoise ocean extending to the horizon? How had he missed the magnificent trees, tall white-barked palms with leaves so long that they brushed the ground, reminiscent of willows? There were no waves, despite the cool breeze that tugged at his hair and the flowing white outfit he wore, and the wind didn't carry the scent of salt that should have been part of the beach setting.

One thick-trunked tree was bent horizontally, curving out over the water. It seemed to beckon to him, and he crossed the expanse of sand – mercifully cool under his bare feet, despite the day's warmth – and he climbed the trunk's curve. It was easier than he'd expected; the bark was smooth, but it was almost as though the surface was adhesive, and he didn't so much as slip as he rounded the curve and began to carefully pull himself along the trunk.

Below him, the water was so clear he could see to the bottom. He stopped midway along the trunk, laying flat along it so he could stare downward. The water was deeper than he would have suspected – but he found he was no longer surprised by the impossibilities he was faced with, here, – and teeming with life. Multi-colored fish swam around an extensive coral reef that stopped just below the surface. Sea urchins and eels and creatures that looked like delicately spun seaweed swam amongst the coral city, oblivious of the fact that many of them should be foes.

A dark shape caught his eye, and he scooted a little further forward up the trunk, until he was directly beneath the crown of the tree. There, where the leaves hung into the water, was a sinuous, multi-limbed shape hugging the sandy ocean floor. He leaned closer, seeing two golden eyes with their hourglass-shaped pupils and a sleek green-and-gold body with eight writhing limbs. Two of them were thrust forward, feeling the way ahead, while the other six moved the octopus along.

Watching the tentacles, he had a peculiar feeling. What was it about the octopus that nagged at his consciousness? He shook his head, clearing it of the strange line of thought that had threatened to intrude upon his tranquility. He was certain it was nothing that concerned him. Just a passing fancy.

He continued to watch the octopus as it continued its slow advance, fascinated with the movement of tentacles. A smile tugged at his lips as he wondered what it would be like to have that many arms.

His daydreams were interrupted by a gentle voice coming from somewhere behind him. He thought he was imagining things at first; this was the first sign of human life besides himself. He turned and was surprised to see a woman standing in the shade of one of the palm-willows, the wind tugging at her white dress and long hair. There was something familiar about her, something that made his heart beat faster.

The woman held her arms out towards him and said in a whisper that was carried on the wind, "Otto…"

XXX

The break room of the First Ave Mission was cozy – a polite term for _painfully small _– but Lynnea found herself spending more time there than in the back room where she'd been stashed. Surrounded by the broken, worthless, forgotten junk that had been donated to the needy made her uncomfortable; her immobilized right arm, her current status of being under the protection of the Mission – a role which required her to basically sit around and do nothing – and the way most of the volunteers ignored her made her feel like a piece of that donated junk. She wasn't one of the homeless. She wasn't one of the volunteers. In their eyes, she didn't belong.

Which was how Lynnea found herself in the cramped break room, despondently picking at the cold pizza she'd taken from the fridge. She didn't dare use the microwave; the battered appliance looked as if it had been salvaged from the junk heap in the back room, and when in use it threw off showers of bright sparks. Lynnea supposed she shouldn't complain. After all, she had food, _real _food. As long as she was willing to pay for it, the volunteers would buy her takeout, rather than force her to eat soup every day. Their only stipulation was that she eat it out of sight of the homeless that frequented the mission.

There was a television in the room as well, its screen only twelve-inches, but at least it looked like it had been made within the last decade. The reception was poor, and it was usually turned to soap operas, but at least it was an outlet to the outside world.

At the moment, it was too early for soaps and Lynnea watched the news, intrigued by just how different it was from the small-town local news she was accustomed to. Anything that would have been newsworthy at home was regarded as a common occurrence and completely ignored.

Her interest waned as it shifted to financial news, and she resumed picking listlessly at the limp pizza on the plate before her. Bat jumped up onto the table, and she set a rock-hard nodule that must have been sausage in front of him. He tasted it, flattened his ears when it proved inedible, then began a lively game of bat-the-sausage-across-the-table. Lynnea wished she could be so easily amused.

And then her attention was drawn back to the TV when she heard a familiar name: Quest Aerospace. The financial news had been interrupted by a breaking story; something was unfolding at Quest. Lynnea's hackles rose as she watched, waiting for the reporters to cease speculating and actually come out and say what was happening – or had happened. From what they were saying, however, it seemed the building had been attacked, though the news anchors couldn't say by whom. A chill went down Lynnea's spine; what – or who – could attack a building? She had the feeling that she knew… She leaned forward to turn up the volume and watched, her nose mere inches from the screen, the slice of pizza still in her hand forgotten.

"-it had now been confirmed; several eye witnesses reported seeing the infamous criminal Doctor Octopus climbing the side of the Quest building seen behind me. The Quest security forces fended off the attack, and the doctor dove on to a departing delivery truck, making his getaway." Lynnea found herself grinning from ear to ear; Dr. Octavius was free! This was going to stick in O'Connell's craw… She savored the mental image of O'Connell's frustration at losing his valuable toy.

The newswoman turned to accept a card from someone standing off to the side, presumably a more up-to-date report. She scanned through it quickly, then focused her attention back on the camera. "I've just received word that the medics were seen carting away a peculiarly-shaped bundle; police have just confirmed that Doctor Octopus was wounded in the shootout and is in critical condition."

The pizza fell with a _splat _from Lynnea's fingers. _Oh, no… _She continued to watch, but the anchors had nothing more to report. She turned the volume down when they announced that O'Connell was going to make a statement; she didn't want to listen to that man. She turned away, focusing on the black shape of Bat, who was staring with rapt attention at the television.

Dr. Octavius hadn't been a friend of hers; hell, he'd tried to kill her. And yet… he did save her life, rather than carry out O'Connell's instructions to eliminate her – and she knew he'd paid for the mistake when she'd felt the pain of the corpse puppet through their tenuous bond. He'd also been friendlier than she'd expected; as the only person at Quest who hadn't threatened him or his wife, he'd turned to her for companionship. She'd thought it was pathetic at the time, until she'd read up on him and his accident, and realized the depths of his loneliness. Suddenly, her own problems hadn't seemed so bad; she, at least, had her daughter. He had no one.

But there was nothing Lynnea could do to help him; her talent wasn't used for healing. Besides, she owed him nothing. So she turned back to the television and continued to watch it with the sound off. She owed him nothing. It wasn't her fault he was letting himself be manipulated by O'Connell; he was just letting his emotions get the better of him. Foolish, really.

Then why did she feel guilty?

XXX

The ride from Quest Aerospace to Midtown Hospital was relatively short – especially in an ambulance – but it seemed to be the longest, and was certainly the most nerve-wracking ride the three paramedics in back had ever had. Their patient hadn't moved since they'd loaded him in the back of the ambulance, but only one of the four mechanical appendages fused to his spine moved, twitching spasmodically the entire way. Two of the paramedics had pressed themselves against the ambulance's far wall, while the third had swallowed his fear to stand by the patient's bleeding skull, keeping the bandage pressed against the shattered edges of bone.

The ambulance jolted to a stop, and the doors were yanked open. The three paramedics lifted the gurney out of the back, and, staying on the opposite side of the gurney as the four trailing tentacles, they ran towards the emergency room. They were flanked by the police who had escorted the ambulance, who trotted alongside with drawn weapons. Their presence proved unnecessary, however; the deadly machines did little more than twitch feebly.

They wheeled him into the ER, and the police chained the tentacles down while the doctors awkwardly began to prep the scientist for surgery. The fear in the air was palpable; every doctor present had heard the story of how, in this very hospital, their patient had slaughtered half a dozen doctors who had only been trying to help him. But their job was to save lives, and they fought down their anxiety and went to work, stabilizing his condition until the neurosurgeon arrived to repair the damage to their patient's brain.

"The patient has taken a bullet to the cranium, with point of entry just behind the left ear through the temporal lobe and exiting between the zygomatic arch and the eye socket; there is extensive damage to the left eye. The exit wound is two inches in diameter and the bullet appears to have severed a chunk of his frontal lobe. There are also large shards of bone lodged in the gray matter." The neurosurgeon called in for the case didn't sound optimistic as he reported the patient's condition. "Assuming he survives this, it's likely he'll end up with severe brain damage, possibly leaving him in a vegetative state." The surgeon scrutinized his tense assistants, noticing they looked ready to run at the first sign of trouble; _not _ideal surgical conditions. "He's not in any condition to fight us." He saw several uneasy glances towards the bound machines, which had become still during the course of the examination as their host continued to weaken.

About forty minutes into the surgery to remove the bone fragments and repair what was left of his brain, there were severe complications. Five minutes after that, the sole active tentacle gave one last spasm as its host took his last breath. "Time of death, 8:47 AM," the surgeon reported.

XXX

Getting into the hospital proved to be a challenge; reporters flocked around the main doors, each hoping to be the first to hear about the villainous patient's condition. Police kept them back from the main doors and, in the process, drove back anyone trying to make it inside to visit patients or make appointments. Anyone not visibly injured was turned back.

Lynnea hovered at the edge of the crowd, trying to stay out of sight. The baggy, threadbare coat and the wide-brimmed hat she wore hid her features, but it wouldn't fool O'Connell's men for long. She knew they were here; she'd seen what O'Connell had had planned for Dr. Octavius, and knew the director wouldn't just let the actuators slip through his fingers. She just hoped her shabby disguise – which she'd traded her long black leather coat to one of the First Ave homeless for – would confuse them long enough for her to figure out a way to get in. If only the injured could get in…

She almost smacked her self. She _was _injured, for crying out loud! She had a bullet hole in her shoulder! Lynnea backed away from the crowd, ducking into an alley. After glancing around to make certain no one had seen or followed her, she shucked off her coat and pulled up her shirt. She peeled away the bandages on her chest, exposing the stitched wound. She took her knife from its hiding place and, gritting her teeth against the pain, she began to pop out the stitches. Just a few, no more than was necessary to make it bleed. The wound was nowhere near fully healed, and immediately began to bleed. She'd chosen a lighter colored shirt to wear, with the hope that O'Connell's men wouldn't recognize her out of her customary black, and the blood made a very visible stain against the pale blue cloth. She pulled the coat back on, then made her way back to the crowd, seeking to gain entrance.

She didn't even have to pretend to stumble; the blood loss made her legs wobbly, and when she showed the police her wound, they actually tried to escort her inside. She assured them it wasn't as bad as it looked – she hoped – and entered the lobby. She waved off the concerned receptionist and made her way to the restroom to clean her wound. Fortunately, she hadn't done as much damage as the blood loss implied; the blood flow was already slowing. She'd been careful not to hit an artery, and it seemed she'd succeeded. Still, she tried to clean it up, before some doctor saw her and forced her into a check-up.

Satisfied she'd done all she could, Lynnea debated what to do next. She couldn't exactly wander around until she found Dr. Octavius; someone would see her and try to steer her either towards the lobby or whatever ward she told them she was looking for. But he was a high profile patient; chances were good, he'd be the subject of hospital gossip. If she kept out of sight and just listened, someone would mention him.

Lynnea shouldered her bag, wishing she hadn't brought quite so much of her stuff with her, but she hadn't dared leave her equipment behind. There was a chance one of the volunteers would riffle through her things and wonder at some of her more bizarre possessions. The poisons, for example, would probably be enough for them to justify turning her over to the police. And the bone jewelry wouldn't be very reassuring, either.

She set off for the ER; she didn't know where it was, exactly, but figured it had to be on the ground floor for easy access for victims brought in by ambulance. The ER wouldn't be too close to the lobby – she hadn't seen the entrance coming in – so that narrowed her search slightly. She stuck to the halls along the outer walls, ducking in to open rooms to visit 'relatives' when the nurses and orderlies looked to be getting suspicious of her presence. One elderly man was amused when she entered his room and loudly called him "Grandpa," and wouldn't let her leave until she'd planted a kiss on his cheek.

Lynnea approached the doorway, ready to steal into the hallway, when the voices drifting towards her made her flatten herself behind the door frame. The old man gave her a toothless grin, and she placed a finger over her lips to shush him. His grin widened. The voices grew louder; the speakers were coming this way.

"-things haven't moved. The police are free to take him – in fact, I wish they'd take him now; his presence is making the staff jumpy."

"The police don't want the body; they just want the tentacles for evidence," a woman's voice answered. "Unfortunately, so does that company that originally funded him; they've put a claim in for the machines, saying their corporation legally owns them and that, technically, Octavius _stole _them." The woman laughed hollowly. "To further complicate things, the mayor wants these things _destroyed._"

Lynnea listened with growing horror. _Body? _If these doctors were discussing the fate of the tentacles with no worry for Octavius himself, then…

…_he's dead_. The only man who could get O'Connell off her back was dead. Lynnea slumped against the door jamb as the two doctors passed, and she almost missed their next words. "…so they want us to keep him overnight?" the man didn't sound too thrilled about this.

"Until a decision is reached, yes, since we're 'neutral ground,'" the woman said. "Which means we're going to have to put up with police presence until he's gone from the premises."

"Great," the man muttered. "It's not like he's going to get up and walk away, is he?"

"Dr. Davis doesn't think so… but there's some concern someone is going to try to _steal _the tentacles. Apparently, they're worth more than you or I will ever make in a lifetime…" her voice faded away, and Lynnea didn't see the need to follow. She'd heard enough.

Dr. Octavius had died of his wounds. There was nothing more she could do here; she should flee the city before O'Connell redirected his rage at losing Octavius into a search for her. If she left now, she could catch a plane home using the half of her payment she still had, and escape O'Connell forever.

Except that before she'd made her decision to come to the hospital, she'd called the clinic where her daughter was being treated, and learned that someone else had called, asking penetrating questions about the clinic, treatments… and her daughter. She had no relatives, and the clinic knew all of Lynnea's friends – this person had been a complete stranger, and Lynnea didn't trust strangers. Especially not when someone wanted her dead. She knew O'Connell's kind; he'd stop at nothing to get what he wanted, and he wanted Lynnea dead. He wouldn't hesitate to use a little girl to lure her mother out of hiding… and he wouldn't feel any guilt in ordering Lenore's death even after Lynnea gave herself up. The only way for her to be safe was for O'Connell to die. She couldn't do it; she'd never get past all the guards he employed to get close enough to kill him.

The only one who could stop O'Connell was lying dead in the morgue, but he wouldn't be that way for long.

She was going to re-animate him.

XXX

Lynnea didn't need to see a clock to know that darkness had fallen. She could feel it, as if every nerve within her body had sharpened with the retreat of daylight. She blinked the sleep out of her eyes, lifting her head off of her arm and brushing a strand of hair from her face. A janitorial closet was _not _the ideal place to sleep, but at least no one had stumbled upon her hiding place. And there wasn't much activity that she could hear in the corridor beyond; apparently, the janitor she'd ambushed hadn't awoken or been discovered yet. She'd stolen his uniform and cap, tucking her red-streaked hair under the brim, taken her arm out of its sling, and proceeded to make her way down the stairs unchallenged to hide in the closet nearest the morgue. She still couldn't quite believe that it had worked. Lynnea waited a few minutes with her ear pressed to the door before venturing out.

The hospital's sublevel wasn't as busy as the upper floors; since it housed the morgue and autopsy rooms, Lynnea supposed that spoke well for the hospital that they weren't doing a lot of business down here. Still, it wouldn't do to blow her cover. She hauled out a cart carrying cleaning equipment, pushing it ahead of her and grumbling under her breath all the while. But the cart seemed to make her invisible to everyone who passed.

She didn't encounter a problem until she entered the morgue itself. Along with the expected attendant, there was a police officer seated off to the side next to a gurney with a bulky, shrouded figure – apparently, the actuators made Dr. Octavius too large to fit into a freezer. At least it meant she wouldn't have to search through the freezers – or, thankfully, transfer Octavius to a gurney. But that still left her with the police officer to deal with. Humming, Lynnea made her way across the room, holding a mop in her hands. No one questioned her being there, and she was silently grateful for her boyish figure. Had she been curvy, she'd never have gotten away with wearing a uniform with the name 'Chuck' emblazoned on the pocket.

She saw the police officer glance over at her, but he gave her no further notice when she slopped the mop down and began dragging it across the floor with awkward strokes. It was tougher than it looked; the soaked mop head was heavier than she expected, and her right arm was of little use in moving it. She moved nearer and nearer to the cop, who was gazing off into space as though he longed to be somewhere, anywhere, except in a morgue guarding a dead body. Lynnea wondered what he'd done to deserve this punishment. _And I'm afraid after this night, his next duties are going to be worse… _She hefted the metal mop shaft in her hands, and brought it down on the back of the policeman's head before he could do more than widen his eyes in surprise. He slumped to the floor, unconscious. _Whacked by a mop handle wielded by an injured girl. Yes… This guy's going to be stuck doing the most undesirable police tasks for a _loooooong _time._ The impact had jolted her injured shoulder, and she wanted to curl up and whimper in pain for awhile, but she didn't have time for it.

"What the-" the attendant, alerted by the loud _whump, _reached for the phone on his desk. With her left hand, Lynnea grabbed the soapy mop bucket and tossed it towards the desk. Although it didn't land anywhere near the desk, the water splattered everywhere and the attendant instinctively ducked as dirty suds rained down on him. It gave Lynnea the time to snatch the police officer's nightstick, then sprint across the floor – nearly slipping in a puddle of suds – and slam the nightstick into the man's skull.

Lynnea used the police officer's handcuffs to chain him to the handle of the drawer to the nearest freezer, then relieved him of his gun and radio. The attendant she left alone; she'd hit him harder than she'd intended, and he'd be down for awhile.

She peeked under the blood-stained sheet to reassure herself that she had gotten the right body, then wheeled the gurney out of the morgue and in to the closest autopsy room. Locking the door behind her, Lynnea closed her eyes and 'tested' the atmosphere. A raising worked best in a cemetery, surrounded by death and under full view of the night sky. It would be impossible to get him outside, but at least the morgue's close proximity gave her something to draw from. Death was in the air around her, even if it was weaker here than in a place where the earth that had held rotting corpses for centuries…

She took a deep breath, taking a moment to put herself in touch with her necromantic abilities, then began.

Hers was an ancient talent, one that had been abused through the centuries by those who used their gift for their own gain. A strict set of rules had been established for re-animators, and anyone violating those rules was strictly disciplined. Always before, Lynnea had obeyed those rules unquestioningly. She might gleefully break the laws set down by society, but she would never have willfully broken the ancient laws followed by the re-animators.

Until tonight. There was, maybe, _one _of those rules she wasn't breaking with this re-animation.

_Never raise a corpse that has not been dead for a week. _

Lynnea uncovered the body, shuddering when she saw the ruin of the scientist's skull. She was accustomed to death; that didn't mean she enjoyed the sight of gore. Resolving not to let herself be distracted, she began chanting, a string of nonsensical sounds that couldn't be translated into words, a chant whose only purpose was to focus her abilities.

_Never raise a body that suffers damage to the heart or the brain; both are vital to the puppet, and destruction of either destroys the puppet. _

She set out her materials on the cart, hastily prepping the doctor's body for the reanimation. No time for ceremony; she needed to do this quickly.

_Never perform a raising without proper preparation._

She then took the first of the ceremonial daggers and drew the blade across the old scar in the crook of her elbow, collecting the blood in the grooves of the dagger.

_Never raise someone who is mad; insanity, like pain and fear, survives death. _

She made a similar cut on Octavius' arm, letting her own blood enter his veins.

_Never mix a corpse puppet's blood with your own. _

Lynnea carefully set the blade aside, taking great care not to touch the blood.

_Never raise a person that you have an emotional attachment to._

At this point, Lynnea would normally use a second blade to blood the person set to be the controller; because she intended to be the controller, she touched that blade to her already bleeding arm, pressing this one to his throat, nicking the carotid artery.

_Never raise a body for your own purposes; that will lead you down the path of darkness. _

During her chant, she could feel the power build around her. With the second exchange of blood, she felt it reach its peak. Now she spoke in English, her words charged with power. "My blood to give you life, my blood to guide that life. Blood to blood, to make yours flow… Rise," she commanded. "Rise!"

XXX

"Otto…" Her breathy voice was like music falling on ears that had been long deaf; it was the sweetest sound he'd ever heard. He pulled himself into a sitting position, letting his feet dangle into the crystalline sea. He _knew _her, knew her to be the missing piece of his soul. She was the love of his life, his soul-mate, his Rosie. He began to haul himself back along the trunk, his eyes only for her. She was so close…

He was suddenly jerked backwards, and he turned his gaze downward, stunned. The green-and-gold octopus whose progress he'd been tracking had come to the surface, and one sleek tentacle had wrapped around his foot in an unbreakable grip. He kicked out desperately, refusing to have his reunion with his wife delayed. But it wouldn't let go; another tentacle rose from the water, impossibly reaching up and snagging his arm. He cried out, grabbing the trunk with his free arm and holding with all his might. There was an answering cry, and he jerked his head up, eyes darting around as he sought his wife. But she'd vanished… and the entire beach began to disintegrate.

A heart-wrenching scream tore itself from his throat, and then another tentacle caught him around the neck. The octopus began to pull, and he fought to maintain his grip on the trunk. But his hand slipped, leaving only one leg wrapped around the trunk… and then that, too, was pulled away, and then he was sinking below the surface of the waters, which had gone from a clear turquoise to a murky midnight blue, deepening to black as he sank lower and lower. Water filled his lungs, and he began to choke. The octopus carried him deeper and deeper into the stygian depths, its task easier now that his body had lost the strength to fight.

He didn't lose consciousness, and he didn't die. Instead, he began to make out vague shapes in the darkness, glimpses of familiar people and places, all of which vanished before he could identify any of the images. A dull, rhythmic murmur of sound pounded at his ears, but it wasn't part of the image. They were memories, he realized after a moment. _His _memories. And as his voyage progressed, the images became clearer.

But there was something wrong… there was a taint to them that he felt shouldn't be there. The scholarship letter he received that would pay all his expenses at ESU was smeared with droplets of blood, falling from a nose shattered by an abusive father… The proud day he graduated from ESU with honors, his mother died of a heart attack… He was standing at the alter with Rosie, the words "I do" on his lips, when glistening shards of glass suddenly punctured her body, dying her white dress scarlet… The first time he activated the actuators and realized they'd worked – only to have them tear into innocent people… These visions… they couldn't be right, could they? Things hadn't happened this way…

Had they?

He reached out, trying to grasp at the passing memories, striving to make sense of what was happening… And then the octopus released him, abandoning him in the midst of another memory, one that he sensed _wasn't _tainted and was all the more terrible because of it.

He remembered laying flat atop the delivery truck, the single functioning actuator anchoring him in place. He remembered his elation that he'd finally won his way free of O'Connell… And then came something searing hot, exploding in his brain – and then there had been no pain, which couldn't be right. He remembered one last, anguished cry from the actuator before their link was forever severed. And then everything had gone black… He'd been _shot, _he realized now

And, he realized with dawning horror, he'd _died._

Yet… as the low changing rose in pitch, increasing in intensity, he felt his heart begin to beat in synchronicity, felt cold blood run through his veins and arteries. There was a burning in his lungs, a driving need to breathe.

He opened his mouth, drew his first shaky, pain-filled breath, and screamed.

To Be Continued…


	2. Rebirth

Disclaimer: I think we all know by now who I own and who I don't own. So don't make me go through this again.

Author's Note: The first chapter received a better reception than I had expected. You really are an evil bunch, aren't you? I mean, Otto's dead in this fic! Dead! And yet, you all seem to be enjoying it. Sadists. Not that I'm much better, mind. Y'know, it's odd to think that, at this time of night in _Moonlight Becomes You, _O'Connell would have been dead by now. Strange to think about, huh? Also, the accursed collars don't function here the same way they do in MBY, otherwise this story wouldn't work. So call me lazy for not working my way around the problem… And _Musique de la Nuit _will be updated soon; I just got a bit sidetracked reading _Harry Potter and the Half-Blood Prince._

_**Death Becomes You**_

_Two – Rebirth_

When she'd uttered the final words of the spell, Lynnea was positive that she'd failed. She'd done a slapdash job, even forgoing the usual animal sacrifice. Most corpses required a little 'boost' to re-animate them, a boost provided by death. The older the corpse, the greater the sacrifice required. Lynnea had hoped that since Dr. Octavius hadn't even been dead a day, she could skip the sacrifice. But when the ritual command failed to move him, Lynnea gave a despondent moan and leaned against the gurney, exhausted by the wasted effort. _Damn, I shouldn't have done this! But there was no other way…_

And then the screaming started. Lynnea nearly jumped out of her skin; corpse puppets usually always made some sort of vocalization upon waking, but not… not like this. Not this gut-wrenching scream that went on and on… And then it cut off abruptly as the body shuddered, muscles breaking free of rigor mortis to twitch uncontrollably as the body struggled to obey her first command, to rise. Lynnea stood before the mangled face, watching the remaining eye open, widen, then focus on her as it sensed the bond between them. Clumsily, the body pushed itself into a sitting position with all the grace of a newborn – and she'd forgotten to take into account that the still-unsteady puppet was encumbered by what had to have been over a hundred pounds of inanimate machinery. It tried to get to its feet, but lowered its legs down on one side of the gurney, while the actuators dangled down on the other side. It tried to take a step towards her, was brought up short by the caught actuators, then stumbled, making an odd animal-like cry as the move jerked at its spine.

Lynnea shoved the gurney out of the way, sagging against the table as the effort sapped what remained of her strength. _I can't collapse now; I need to get it out of here! It's in no shape to fight for me yet. _All corpse puppets were worthless upon waking, and this one seemed even more so. _It looks like I'll have to do a better job of setting commands tomorrow, once I get him out of here. _"Follow me," she said firmly. Like an obedient dog, it shambled after her, dragging the useless actuators. For the first time, she began to wonder if they would actually work without his mind to command them… _No time to worry about that now, _she told herself, though she slapped herself mentally for not thinking of it sooner. Without functioning actuators, he had no use to her – except as a bargaining chip. Maybe she could exchange him for her life… Despite her normal indifference towards the fate of her puppets, the thought made her ill. He'd been kind to her…

One more thing she didn't have time to think about. She needed to get out of there, fast. She hastily shoved her materials back into her bag and slung it over her shoulder. Then she eyed the puppet critically. There'd been no time for the doctors to change him into a hospital gown; they'd put him straight into surgery without doing more than removing his ratty – and blood-stained – coat, so she didn't have to worry about dressing him. The coat had been stashed under the gurney, probably as 'police evidence.' She could throw that over the actuators to conceal them. The wound, on the other hand… He was missing one eye and part of his face, and now that he was animate, the wound _oozed. _It made her nauseous just to look at him; blood-letting was one thing. _This_ was something more like one would find in a zombie flick. She'd never be able to get him out without attracting some attention. A quick search of the autopsy room yielded a roll of gauze and, fighting back the urge to hurl, she ordered him to duck down, then began to bind the wound.

She was able to hold off until she was done, then had to stumble over to the nearest hazardous waste container and promptly lost her dinner. The puppet followed, its one eye blank, unblinking. She pulled out the coat, wincing when she saw how much blood it had soaked up. Nothing she could do about that now… Lynnea threw it over his shoulders, helping his arms into the sleeves. It was fortunate she had a daughter and knew how to handle dressing others, or she would have lost patience. Done, she took a step back and critically surveyed her work. "You'll do," she sighed. The puppet just watched her with its unnerving stare; she was starting to see why it was a rule not to raise someone you had a personal attachment to. After seeing that same face filled with keen intelligence and what she'd assumed was rare humor, this emptiness was almost painful to witness. She swallowed back an apology for doing this to him; after all, it would fall on deaf ears. "Come," she said instead. _Remember, he's not the man he was. _She forced herself to think of the puppet as 'it' instead of 'he,' to further distance herself from her memories of the man he'd been. Maybe that would help.

Lynnea paused by the doorway, listening. There wasn't anyone, yet, but it wouldn't be long before someone came to relieve the officer set to watch the doctor's body, or perhaps the morgue attendant would awaken and alert the staff. A thought occurred to her: The policeman. _Hmm… _She headed for the morgue, glancing about uneasily as the corpse puppet plodded along behind her, the dragging actuators making an overly loud scraping sound in the quiet halls.

The morgue was as she'd left it, but the cop was had returned to consciousness. He saw her and opened his mouth, but before he could yell whatever threats he'd been trained to use in situations where he was the one in cuffs, he caught sight of the silent Octavius, and his face drained of all color. Lynnea gave the man a nasty grin as she fished out the handcuff keys she'd swiped when she'd liberated the man's gun and nightstick. She knelt before him, but the man seemed totally oblivious. "Tell you what," she said, and he finally turned towards her, eyes rolling in fear. "You give me your uniform, and I won't let my partner here rip you to shreds."

The cop made a squeaking noise that she took as a yes, and Lynnea uncuffed him. He barely noticed as he stripped off his uniform, his eyes never leaving the corpse puppet. _Forget being put on the duties no one else wants – I don't think this guy's going to stay a cop much longer. _She wouldn't be surprised if he resigned this very night – assuming he wasn't put off the force for his failure of duty.

Before putting on the uniform, Lynnea pulled out the nightstick. "Sorry to have to do this to you again," she said unapologetically, "but I can't have you alerting anyone. I'm sure you understand." Once again, the man was caught entirely by surprise as she brought the nightstick down on his skull.

She quickly shucked off the janitorial uniform and donned the policeman's, then took the handcuffs and attached them to the puppet's wrist, and then her own. The puppet didn't even react, though its slower pace meant it was dragging at the cuff.

They went down the hall to the elevator leading to the upper floor, and Lynnea took a deep breath. This was where everything could go wrong; the police may have been confident no one could penetrate the hospital's sub-level and so left only one guard, but they wouldn't leave the upper floor unguarded. Then there would be the press… and O'Connell's men…

Lynnea wondered how the hell she managed to get herself into these situations.

The elevator _ding_ed and the door opened, and Lynnea dragged the puppet in with her. The ride up to the first level was too short for her liking, and when the door opened again, she nearly hit the button for the top floor, just to give her more time to prepare herself and formulate a plan. Winging it was going to get her in serious trouble one of these days…

She kept her hand on the hilt of her gun as she stepped out, waiting for the police to descend upon her in a swarm for daring to harm one of their own. "Keep your head down," she muttered under her breath. The corpse puppet obeyed, its head drooped almost to the level of his chest. Lynnea corrected its position to something that looked a bit more alive, then proceeded.

Her plan was to get back to the general public area of the hospital, then take the elevator there to the parking lot situated beneath the hospital. Hopefully, there'd be fewer guards there, and they'd be more concerned with people going in than coming out. Especially if she could swipe a squad car… Unfortunately, hotwiring wasn't one of her specialties. Well, she'd cross that bridge when she came to it.

She managed to make it down one corridor drawing little more than a glance. The doctors seemed to be avoiding anyone in a doctor's uniform, and if her prisoner seemed a little… lifeless, they attributed it to the head wound that was obvious beneath the blood-soaked gauze. It seemed few of the staff had actually seen Octavius, because no one seemed to recognize the quiet form hulking behind her. _Considering his reputation, I'd stay the hell out of his way, too. But there have to have been a couple of doctors who at least took a curious peek at the famous monster._

The charade held up until she had to pass the hospital's main lobby. Three policemen were talking to two men in business suits – she heard the word 'OsCorp' mentioned – near the hall's entrance, and the one closest looked up when she neared. He recognized Octavius instantly, and she saw his jaw go slack in shock. The cop opposite him saw his reaction, turned, and managed to maintain his composure better than his fellow. _Dammit. _"Hey!" the cop cried, pushing the two stunned business men aside and running towards them. The third was a step behind, while the first finally snapped out of his stupor and came after, drawing his gun.

Lynnea gathered herself for a sprint, but as she took the first stride, she was brought up short by the unmoving corpse puppet, who was watching the proceedings with the same blankness with which it had regarded everything else. It was, without a doubt, the _dimmest _corpse puppet she'd ever animated. "Run!" she commanded, and finally it moved, but it was slowed by the weight pulling at its back. The police pursuit was slowed by their shock, but she wouldn't have that advantage for long. She hauled it in the direction of the elevator, then bypassed it because it was several floors above and would take time to arrive at her floor. The stairs were a little further, and a sign marked it as a fire exit; upon opening, an alarm would sound. _That might be a good thing, _she realized. She hit the door running, and sirens began to blare.

Humans were rational creatures, for the most part, but there was something about loud, persistent noisesthat drove all sense from the mind and turned a crowd into a panicked, stampeding mob, little more intelligent than cattle. While the police behind her kept their focus, the people in the waiting room, many of them already on edge because of the very obvious police presence and the fact that there was a super-villain somewhere inside, began to panic.

It might slow the police, but not for long. Lynnea descended the stairs as rapidly as she could with the slow-moving puppet at her back. When the handcuff chain suddenly went taut and Lynnea almost stumbled when she was brought up short, she finally lost her patience. It wouldn't do her any good to fall and break her neck. She dug the handcuff key out of her pocket and opened the one around her wrist, leaving it dangling from the corpse puppet. Then she started running again, her every movement shadowed by the re-animated corpse.

The stairs stopped at the parking garage's upper level, and Lynnea paused before the door. She couldn't see much through the narrow windows except for the crowded lot. Unfortunately, she didn't see anybody going to their cars; there wouldn't be any 'commandeering' of vehicles. A pity, really; now that she had the police uniform, she wanted to abuse the power that came with it.

She also didn't see any police, but that didn't mean they weren't out there. Their fellows on the floor above had probably radioed ahead, giving them plenty of time to hide so they could ambush the crazy woman and the supposedly dead super-villain. Unfortunately, she didn't see another way out; if she went up, she'd be trapped inside the hospital with no escape. If the doctor's actuators had been active, it would have been a different story.

Lynnea considered her options. She could send the puppet out to plow its way through, but it would take a lot of damage. Unlike the zombies of Hollywood films, corpse puppets felt pain – in fact, any wound taken after their raising was felt more acutely than if the puppet had been alive. It was part of what made them such devastating tools for blackmail. And if one of the cops got off a lucky shot and took out what was left of the brain… the puppet was already showing signs of brain damage; she didn't think it could take much more.

There was another way, one that put her in the line of fire, but if she could pull the deception off even for a few minutes, it might buy her enough time. She pulled off the uniform shirt, leaving her own blood-stained top, then pulled off the police belt that hung loosely from her slim waist. She couldn't lose the pants; she just hoped that the police wouldn't look closely enough to realize they were part of a uniform. Taking the gun she'd nabbed from the cop, she ejected the clip and emptied the chambered bullet, not wanting any accidents. She then turned to the puppet, taking one of its limp arms and pressing the gun in its hand, curling the fingers around the grip. The other arm, she flung over her shoulder. Trembling, she pressed herself against his chest. "Hold the gun to my forehead, and don't let go of me," she said.

There was a moment's hesitation, and then the puppet held the gun awkwardly against her cheek. She repositioned it against her temple, saying, "Right there." At least she didn't have to feign panic; she was going out against police unarmed. She was _petrified. When this is over, I plan to curl up into a fetal position and babble incoherently for a few hours. But until then, I need to hold it together. Right. _Easier said than done.

"Let's go," she said. They advanced slowly, with the puppet stepping painfully on her heels with every step. Her heart pounded at twice its normal rate at being in such close proximity to the man, even though he was dead and was unable to do anything to harm her. She yanked down the door handle, then kicked it open with more force than she'd intended – the door slammed against the wall with a dull booming sound. This seemed to be a signal for the dozen or so police stationed around the parking lot to come out of hiding, guns drawn.

Lynnea screamed. "Don't shoot!" she pleaded. "He'll kill me! Oh, God, please, don't let him kill me!" She guided the puppet by touch; it wouldn't do to ruin things by giving it verbal orders that the police could hear. That would make things awkward, to say the least.

"Hold your fire!" one of the police cried. Then, when he saw her wound, he asked, "Are you all right, miss?"

"He'll kill me! Oh, God, oh, God, oh, God…" she shrieked hysterically. "Let us through or he'll hurt me again!" She hoped her cries would distract them from the fact that her 'captor' made no demands.

The cop that seemed to be in charge gestured for his fellows to pull back, giving them a clear path to the entrance. They plodded forward, with Lynnea forcing out choked sobs to maintain the charade.

She might have gotten away with it, too, were it not for the sound of the parking lot doors opening again, the thud of feet as the cops were joined by their fellows from the upper floors, and a condemning cry of, "She's working _with _him!" The exit was too far; Lynnea threw herself sideways, between two parked cars, ordering the puppet to follow. It mimicked her move, making it out of the way seconds before a salvo of bullets tore at the air where they'd been. Lynnea began to inch her way between the parked cars on her belly, trying to ignore the pain it caused to her shoulder. She couldn't stop the tears that sprang to her eyes, however. _We can't escape this way, _she thought frantically. She'd have to use the puppet as distraction, after all. She angled to look back at the following puppet…

Except that it was no longer following her. It had stopped between a midnight-blue SUV and a slightly battered Chevy Impala, the single empty eye wide. Lynnea began to creep back towards it, but what she saw stopped her cold. With a manner far too deliberate for a corpse puppet, one gloved hand was lifted to the level of the bandages, fingers brushing against the blood-soaked gauze. The hand pulled black, and even from a distance, Lynnea could see the blood drip from the trembling fingertips. "Wha…" Lynnea thought she'd imagined the soft sound, because except for the scream of rebirth and the occasional moan, corpse puppets did _not _speak. But the puppet's mouth continued to work and what emerged where not inarticulate sounds, but _words. _"What… happened… to… me…?"

That frightened gaze found hers, and she just stared. All thoughts of escape fled her mind as she watched the impossible happen. The eye that had been blank and empty was filled with something she had never seen in a corpse puppet before: Awareness. All the intelligence she'd seen in the scientist's eyes before his death was there, behind the pain and confusion that dominated his expression. _My God… _Corpse puppets were just empty, soulless shells; there was little left of the people they had once been except for a few residual memories. But that look in his eye… It was as if she could see his soul shining through.

Lynnea felt the gorge rise in her throat as she realized the truth. Somehow, when she'd raised him, she'd done the impossible: she'd recaptured his soul, trapped it in a prison of dead flesh, and enslaved it to her will. _What have I done?_

XXX

He somehow found himself an observer in his own body. He could feel the flesh that clothed him, but it didn't respond to his tentative commands. He could see all that was going on around him, but had no control over his actions. Something was wrong… but he couldn't say what. Everything that had transgressed in the past few hours had receded to a haze, like a dream that was fading upon waking. All that lingered was that sense of _wrongness… What happened to me? _

He felt he should know, but his memories hung in tattered ribbons around him, and he could make no sense of what he saw in them. If he could just regain control of himself, it would all come back to him. But how? It was as if he watched through a barrier of shifting between translucence and opacity, his vision of what happened outside this prison partially obscured. If he concentrated, he could 'touch' the barrier, feel its springy toughness under imaginary finger tips. If he concentrated harder, he could 'push' against the barrier, feeling it warp under the pressure, only to spring back into place once he moved back from it. He had to break through… this barrier was what kept him from reconnecting with his body. Steeling his will, he began to push against the barrier, which yielded to the force but didn't give.

_I can't be here… I don't belong here! _He began to panic now; he could feel the madness creeping along the edge of his consciousness. If he stayed here too much longer, it would consume him, and he'd be lost together. _Let me out! _He pounded against the barrier, but still it refused to give. How could something that seemed so fragile be so strong? _Let me out! _Desperation lent him strength he hadn't known he'd possessed; the barrier shattered under his onslaught, and he was suddenly overwhelmed by sensation; not just clarity of sight, but sound, touch… and _pain, _worse than anything he'd felt since… since the accident. _The accident… I remember it. _Freedom had helped his memories arrange themselves into some semblance of order – there were still gaps, but they were returning. What mattered was that he was in control again. He was Dr. Otto Octavius again, not some passenger in his own mind.

He was on his hands and knees, his eyes squeezed tightly shut. He could feel the concrete beneath his knees, could hear the angry shouts and the pounding of footsteps around him. But he ignored it all as he tested his body, becoming aware that there was still something wrong with it. He opened his eyes… or tried to, anyway. His left eye didn't seem to be responding to his commands. He raised his hand, brushing the gauze that was wrapped tightly around his head, feeling broken edges of _bone_ beneath… and a horrible hole where one shouldn't have been. He pulled his hand away, examining the blood gleaming wetly on his finger tips. _Oh, God… _He was wounded, and badly. But… why didn't it hurt as much as it should? "Wha…" he tried. His lips didn't seem to want to form the words. "What… happened… to… me…?" He hadn't realized he wasn't alone until a soft gasp answered his question. He looked up, the movement seeming to cause a sickening lurch inside his skull, and met the wide eyes of the dark-haired girl, the sight of whom caused a rush of hatred. "You," he hissed. _I remember her. I… I wanted to kill her… _Something tugged at his memory, something that tried to connect her to his current condition – whatever that may be. Something that would destroy him…

Before either could say anything more, the commotion finally began to sink in. "He went this way!" someone cried, and Otto had the feeling that he was the one they referred to. The girl – _Lynnea, _his brain supplied – gave him a scared look. "I'll explain later. Right now, we need to get out of here."

He didn't need any further explanation; he could hear the sounds of a large number of people taking position around him. This was familiar territory, and he welcomed the distraction from the confused jumble of thoughts that, once properly assembled, threatened to push him over the edge of sanity… _Are you there? _he called desperately. He had a hole in his head… he had a fucking _hole _in his head… there was no guarantee his link to the actuators even still existed.

**_Father? Father! _**The mechanical voice that answered was tinged with astonishment and disbelief. It was also strangely more… distant than he was used to. **_This is not possible, _**the functioning actuator stated matter-of-factly. **_Your body performs no vital-_**

Otto cut it off. _Is there any reason I can't pull off the collars inhibiting the other three?_

**_We are out of range of O'Connell's remote; therefore, removing them will set off no alarms. There are no traps within the mechanisms themselves. Removal is possible._**

_I can only get us out of here if the actuators can free themselves of O'Connell's inhibiting device_, he realized. Otto gave the command to the actuator, which immediately began to tug at the collar fastened snugly about its twin. He felt an exclamation as the upper left actuator was freed, then the two worked in concert to free the remaining two actuators.

**_Power cell at 47 percent, _**the voices reported in harmony. **_Estimated maximum time of function, seven minutes, fourteen seconds, fifty-three milliseconds._**

_Power cell? _he repeated, as the actuators pushed their way out of the holes in his coat. _Draw necessary power from biochemical functions, _he commanded. Why had they shifted to running on battery? The power cell didn't contain enough power to run all four actuators for a prolonged period of time. If he used just one actuator sparingly, the battery had enough power to run for several hours. But for all four to take their power from the cell to perform the vigorous activities necessary for saving their lives, the battery's life was severely shortened.

_**We cannot. There are no biochemical processes to siphon power from.**_

_What! _That was impossible! The body created excess energy just by carrying out normal biological functions. As long as the body functioned, then they should have been able to draw the necessary power from him! **_Estimated maximum time of function, six minutes, thirty-seven seconds, fifty-eight milliseconds. _**Again, there was a peculiar twinge at the edge of his consciousness. **_Fifteen armed men are approaching, _**the actuators warned. **_May we take care of them?_**

Otto hesitated, finding himself suddenly tongue-tied. It was a simple order; why couldn't he give it? Not knowing why, he turned to Lynnea. Her eyes widened as though in understanding, and she said, "Do whatever it takes to get us out of here, Doctor."

It was as if her words freed him of his inhibitions. Three of the actuators began to tear into the SUV, pulling free the doors and huge chunks of the frame, flinging them at the police who were visible. Most dodged, but from the yelps he heard, more than a few had been hit. While they were still under cover to hide from this unexpected barrage of auto parts, Otto grabbed Lynnea in one actuator and began to run for the entrance. **_Estimated maximum time of function, three minutes, fifty-two seconds, thirteen milliseconds, _**the actuators warned. There was a squad car obstructing the entrance, leaving a small space between the car's roof and the cement roof of the parking lot. Otto tore off the door of a yellow Volkswagon Bug as he passed, hurling it through the narrow gap to scatter the police who had taken up position behind the car before ducking and squeezing through the exit. He heard the scrape of metal on cement as the actuators barely cleared the gap, followed by the sound of bullets tearing chunks from the cement and the squad car itself.

Clear of the hospital, he found himself asking, "Where to now?"

Lynnea's face was paler than normal; travel by actuator was a rocky ride, especially when one was being carried. "Away from here! Anywhere!"

Up would be best, Otto decided. On the rooftops, the police couldn't follow. Spider-Man could… but he didn't think the bug was going to bother him. What had transpired that made him so certain that the vigilante wouldn't pursue? It was part of that 'grey area' in his mind that made up his recent memories… the memories his mind didn't want to remember…

**_Power cell at 11 percent. Estimated maximum time of function, one minute, forty-seven seconds, twenty-eight milliseconds. _**Otto wasted no time crossing the feet and setting the actuators to scaling the first building they came to. There was an urgency to their movements he'd never seen before, as they tried to put as much distance between their host and the police in the limited time they had left.****

They reached the rooftop with one minute left. They crossed over to the roof of the next building with twenty-seven seconds left. He made atop a third building when the actuators said, **_Power cell at 1 percent. Shutting down in five seconds… four… three… two… _**They didn't make it to one.

The actuators fell to the rooftop with a loud clatter, unceremoniously dumping Lynnea on the ground beside him. She didn't get up, just sat for several long moments shaking. Finally, she recovered enough to say, "Whoa… I can't believe I got away with that." She started laughing hysterically.

Otto stared off into the distance, trying to collect his thoughts. What was happening to him? What was it about this girl that was bothering him? Otto stepped away from her, towards the low parapet that ran around the roof's edge. Over head, the moon was barely visible through the light pollution. He closed his eye, letting the light wash over him. It seemed to soothe his pain, calmed his rage. Bathing under the delicate beams seemed to… revitalize him, somehow.

It also seemed very familiar to him, this obsession with the moonlight. He hadn't done it, but he'd seen someone who had. Someone close to him. Someone who'd ignored him in favor of standing beneath the moon's cold eye… _Rosie… _As if that were the final key, the memories came to him. His capture by O'Connell, his visits with an oblivious wife… his encounter with the arachnid, telling him that she wasn't his Rosie, that she was dead… that the woman splayed out on the ground behind him was the one who'd delivered his wife into O'Connell's hands…

He'd wanted to kill her because she had desecrated his wife's grave, stolen her body, and transformed it into a tool to be used against him. He turned his back on the moonlight, glaring down at the oblivious young woman below him. "I remember you now," he said coldly. Her eyes shot open. "My wife," he seethed. "You did something to my wife's body, you made her a _slave _to O'Connell so he could manipulate me."

"I…" she began.

"How could you do something so monstrous?" he spat. He took a step towards her, then another. The actuators may have inexplicably ceased functioning, but he still had his bare hands. He could take her throat between his fingers and _squeeze… _"I could kill you for what you did," he hissed.

"But you won't," Lynnea said sadly. Angrily, Otto's arm shot out, intending to snag her collar and pull her close, to make her understand what she had done, but the young woman just said, "Stop."

And, to his astonishment, he did. His hand didn't move any closer towards the woman, nor could he withdraw it. "Why… why can't I…" He stared at the offending limb with a sense of betrayal. Why wouldn't it obey?

Lynnea's gaze was downcast. "Because you have to obey my commands," she whispered. "You're… you're not who you used to be. This morning, when you escaped O'Connell's, you were shot. You _died, _Doctor. I raised you, like I raised your wife. You're not human anymore. You're just a dead body with a semblance of life, brought back to serve me. You're just… a puppet."

To Be Continued…


	3. Damaged

Disclaimer: All Spider-Man characters are property of Marvel. Original characters are mine.

Author's Note: Things are going to go a bit slower after this chapter; I'm making this up as I go along, and after this chapter, I'm still thinking it over where I'm going next. I've got ideas, of course, but I don't want to make it too much like the ending of _Moonlight Becomes You. _Perhaps I can make this story have a happier ending! Heh heh… Yeah, right… A shorter chapter than normal, and I apologize. I try to be consistent in my chapter lengths, but sometimes, it just doesn't work out that way. Hope you enjoy it, nonetheless.

_**Death Becomes You**_

_Three – Damaged_

Her words didn't sink in, not at first. 'Dead' was not a word that could be applied to someone who stood atop the roof and breathed in the chilly night air, who felt the cool stone of the parapet beneath his palm. And yet… the wounds he'd taken over Halloween no longer ached… and he knew even without looking that the wound in his skull was severe. He shouldn't be able to _stand_, much less have made an escape from the hospital without even causing such a severe injury any pain. He supposed that a heavy dose of drugs could explain why he felt nothing, why his mind felt strangely detached from his body… maybe even why the actuators had been unable to siphon power from his body. And yet… something inside him knew that he was wrong.

After all, hadn't she raised his wife? Hard as it was to accept, Lynnea _did_ seem to have some sort of strange power…

"I don't believe you." The peculiar petrified feel of his hand had let up, and he drew it slowly back from Lynnea's quivering throat. He'd halted because of a subconscious revulsion for killing, not because she'd commanded him to. That was it. Otto leaned heavily against the stone, watching as the young woman shakily climbed to her feet.

Lynnea seated herself on the wide stone parapet encircling the roof's perimeter. "It's true," she said, her voice dull. "I raised you to help me get rid of O'Connell. He cheated me, he wants to have me killed, and now it seems he's going to try to use my daughter to get to me. I can't let him touch her, Doctor." She said the last with startling ferocity.

_Daughter? _He put that aside for later consideration. "I'm not dead," he said coldly. His hands clenched into fists. "Wouldn't I know if I were? Wouldn't I _feel_ it? Wouldn't I… wouldn't I be like Rosie?" He remembered her empty gaze, her indifference towards him, her complete obedience to O'Connell, even after he'd hurt her… His fists tightened. "I'm talking, I'm breathing, I'm bleeding… Dammit, I can feel my heart beat! How can I be a _corpse?_"

"You only breathe because you speak," Lynnea said quietly. "And because you don't know not to. Were you to stop breathing, nothing would happen. Your heart beats because you do have blood that needs to circulate, to keep your body from decaying. That's why you bleed. You can't digest food or drink. You don't need to sleep. You don't even need to blink. As for why you're not like Rosie… I have a theory about that." Lynnea glanced downward, checking for police pursuit, but it had been quiet after their escape – the police had probably assumed Otto would have been able to take them further than three buildings away. "There are strict rules for my profession… rules that I broke tonight raising you. One of them is to not raise a corpse until it had been dead for a week. I never really thought about why; I just assumed that death magic worked better when the body had been dead longer. But… now I think that it's to give the soul time to sever its bond with the body. I think… I think by raising you early, I imprisoned your soul in your body, and that's why you're aware, but Rosie isn't. Worse… you may be damaged in other ways that I haven't detected yet because of my foolishness."

Otto could only stare, as everything she'd said sank in. She was, impossibly, right; he knew it in his bones, though he didn't want to accept it. It was why everything felt so _wrong, _why he felt a feeling of loss, as though he'd experienced something wonderful that he'd been pulled away from. The white-hot rage within him boiled up, and he nearly rushed Lynnea to push her over the edge. What she was saying was _worse_ than finding out he was dead! "And they call _me_ a monster," he whispered. "Undo this. _Now_."

"I don't know if I can," Lynnea said. "You're not a normal corpse puppet; normal methods might not work on you. Your soul may now be unbreakably tied to your body and if I destroyed it… you might still be bound to the material world." Her voice was hollow. "You'd be a ghost…"

He almost scoffed at this and called her a fool, but he couldn't. He was apparently living – or, rather, non-living – proof that there was more to the world than meets the eye. "If you won't, then I will," Otto hissed. He stepped onto the parapet, quite prepared to take the fatal plunge.

"Don't!" Lynnea shouted. "Back off!"

Again came that peculiar sensation of suddenly becoming a passenger as his body danced to another's tune. It wasn't until he was standing well away from the edge that he regained control. It proved, beyond a shadow of a doubt, that he was no longer in control of his life, that he'd become little more than a puppet. Otto was almost quaking with fury at this point; was he even to be denied the ability to end this twisted parody of a life?

"For what it's worth," Lynnea said, "I'm sorry." She did sound genuinely contrite… but that didn't change things between them. All the sorrow in the world couldn't repair this.

"It's not worth a whole lot," he spat. She just smiled sadly, as if that was no more than what she'd expected. He stared outward, past Lynnea, finding his gaze once again drawn to the pale disk of the moon. Its soft light helped him to cool his temper, though the rage lay curled within him like a beast, ready to rise up and strike at the slightest perturbation. _What am I going to do now? _he thought hopelessly. He had no choice but to accept Lynnea's words as the truth; his body instinctively knew what his mind had trouble grasping. Which meant that he was bound to her for as long as she chose, forced to do her will as Rosie was forced to do whatever O'Connell bid. A sound curiously resembling a whimper escaped his throat. He would never have thought his previous life as an outcast would be preferable, but now he found himself longing for his life on the street, eking out a pitiful existence. Even being O'Connell's prisoner would have been better. At least then, he'd had hope. Now… now he was just a puppet.

He would have broken down sobbing then, except that he couldn't. His eyes remained dry, and his sobs caught in his throat; he may as well have showed no reaction at all. So he just stood, unable to express a sorrow that was as deep, as all-consuming, as the rage that still burned within him. "Now what?" he asked brokenly.

Lynnea was still staring down at the city below, unable to meet his eyes. "Now, we need to get out of here. If we stay up here much longer, the police are bound to find us, right?" She seemed to expect confirmation, so Otto nodded. She prodded one of the actuators with her booted foot. "Can they get us out of here?"

"No," Otto said. "Dead battery." He laughed at the bitter irony. He'd never have expected the phrase to apply to _him_… At Lynnea's confused look, he explained, have you seen _The Matrix?" _Lynnea nodded. "Remember why the machines had the humans hooked up to the matrix?" He saw realization dawn, but he continued with his explanation, anyway. It helped remind him of who he was, and distract him from _what _he now was. "The actuators pulled their power from the excess energy created by biochemical reactions within my body. Without that energy, they had to switch to an alternate power source, the batter I had installed. Unfortunately, the cell can't power them for long, and it was already partially drained because the damage to this actuator," he gestured at the black upper right pincer, "disabled its ability to draw power from me, so it used up about half the power stored in the battery. And now…" he waved his hand for emphasis, "it's gone." Much to his disgust, a part of him was upset at disappointing his 'master,' and he had the sickening urge to apologize.

But the words never made it past his lips. At least he had some measure of control over himself. Instead, he folded his arms across his chest and asked, "What do you want me to do?" He winced; he hadn't meant to ask it like that.

"We can't stay up here all night," Lynnea said. "At dawn…" she trailed off.

_At dawn, I die. _Hadn't he watched his wife's degeneration the moment the sun's rays had touched her? It had been like seeing her die again… _And that's going to happen to me. Oh, God… _He'd never get the image of his wife's body wasting away out of his mind. Knowing he was going to go through the same process was frightening. What would happen to him while his body became so much rotting meating? _Don't think about it, _he told himself. _Just don't think about it. Remember who you are; hold on to that. Don't let this drive you mad. _"I know what happens at dawn," he said. "You're right; we have to get out of here. Do you have any idea how?" He had ideas of his own… but when he tried to voice them, his throat seemed to close, his jaw locked, his tongue stuck to the roof of his mouth… wasn't he even allowed to think for himself?

Fortunately, Lynnea had already proven she could think on her feet. She wasn't the type to rely on others to get herself out of a tight spot. "We'll have to use the fire escape to get down. Do you have any idea where we can hide once we're out of here? I don't know the city very well."

Now that she'd asked his opinion directly, he suddenly found he could speak. "There are a few abandoned buildings not far from here that I've slept in while living on the streets. We can use one of them."

"Let's go," Lynnea said. And Otto had no choice but to obey as she yanked the invisible strings that bound him to her.

XXX

It was fortunate Lynnea had total control over Dr. Octavius, because otherwise, the scientist would kill her. She'd seen the rage in the depths of his dark eye, like nothing she'd ever seen in a puppet before. And then there was the sadness… Most puppets showed little beyond fear and pain, and in rare cases, a madness that made them difficult to control. They were the only emotions a puppet felt, except for the serenity that came from basking under the moon's glow. But Octavius was exhibiting a fury like nothing she'd seen in the man during their brief acquaintance, and that perpetually haunted look on his gaunt face had deepened.

It made her insides twist to think that she was responsible for that pain. It was one thing to inflict pain on someone who deserved it, but Dr. Octavius didn't deserve this. She had to find a way to make it up to him… but just how she was going to do that was beyond her. All she knew was that she had to prevent him from being eternally bound to earth. It was a sad existence, as the soul, denied the chance to move on to the afterlife, withered away until there was nothing left of what the person had been. Lynnea had had a few experiences with ghosts, and they'd left her feeling cold inside. There was nothing left of them that could be called 'human.' _I won't let that happen to you, Doctor, _she vowed silently as she watched the scientist moving in front of her.

They'd made their way down the fire escape easily enough; the police apparently thought that Dr. Octavius had long cleared the area and had only given the area a cursory search. Octavius hadn't even glanced up at her as she followed him down the narrow iron steps. She could see his anger in the set of his shoulders. He'd obey her because he had to, but she couldn't make him like it.

Now, he was leading her through dark, cluttered alleys, the actuators dragging uselessly behind him. Lynnea followed in his wake, trusting him to protect her. It was part of his 'programming' to protect her, though he hadn't seemed to realize it yet. If she hadn't commanded him to stop before he could lay his hands on her, he would have anyway. He'd figure that out soon enough, she realized, if they didn't get to their destination soon. The strenuous activity of the past few hours was catching up with her; if her bone-deep weariness from raising the scientist didn't make her pitch over, then the blood loss would. Without adrenaline to lend her strength, she was rapidly weakening. But she followed as best as she could, not even ordering him to shorten his long strides. She didn't want to give him more orders than necessary.

And then her ankle gave out under her, and she toppled forward. Sensing her distress, Octavius froze, then turned. "Are you all right?" he asked, leaning over to offer a hand up.

She gritted her teeth. "I over-exerted myself tonight," she said, her voice weaker than she would have liked. "I need to… lie down…" Contrary to her words, she struggled to climb to her feet. "Are we nearly there?"

"It's just a few blocks," Octavius said. He hovered over her uncertainly, and finally he blurted out, "Would you like me to carry you, or do you want to lie down here?" His lips curled in a snarl, and for the first time she wondered if, when it came to issues regarding her, what Octavius intended to say and what actually came out of his mouth were two different things. Was her control that complete? She'd inquire about that later.

"I… well, obviously, I can't lie around here," she said, glancing around at the trash-strewn dark alley. There was something crumpled next to the dumpster that looked horribly human… She didn't want to be carried, though. Normally, contact with a corpse puppet didn't affect her the way human contact did, but he wasn't a normal puppet… "If I can't walk to the end of this alley, then you'll have to carry me," she said.

He looked none too thrilled by this, understandably. She doubted he even wanted to speak to her, much less carry her. But a few minutes later proved she didn't have the strength to walk any further, and she was slung unceremoniously across his shoulders before they continued onward. He didn't say a word of complaint, but she could feel how stiff he was beneath her. The extra burden didn't slow his long strides, and he was as tireless as any other puppet she'd raised. At least _one _thing had gone right with him. Perhaps the _only_ thing that had gone right. She'd broken so many rules raising him that she knew there were other problems with him, problems that would probably surface at the most inconvenient of moments.

They came to a stop before a burnt out husk of a building, what had once been an apartment complex but was too ravaged by fire to be habitable. Apparently, it just hadn't been worth it to rebuild, and the owner had let it fall into further dereliction. "Is this place safe?" Lynnea asked.

"It is if you know where to step," Octavius said. He pried apart the wooden slats boarding up the door, and they entered the darkened interior. It wasn't completely black; enough light leaked through the soot-smeared windows and the holes where the masonry had collapsed for them to see by. What she saw wasn't very reassuring. Most of the stairwell and a good part of the floor directly above them had collapsed. A cracked porcelain tub blocked their path, and Octavius stepped around it, heading towards the skeletal stairway. "I've hidden here many times," he explained. "The actuators have scanners; I used them to map out the stable pathways. We'll be safe, so long as you don't step off the path I'm taking."

With that in mind, Lynnea watched carefully, knowing that she was going to have to navigate this same route come morning, without the doctor's assistance. It seemed impossible, especially when their path took them across a lone surviving floorboard on the third floor. How did such a narrow beam support their weight? Even Octavius crossed with some hesitation; from impressions in the charred wall that was visible to her, he had only dared cross with the assistance of the actuators.

He finally ducked into a room that had survived mostly intact. Someone, likely Octavius, had made an effort to clear away the worst of the burnt debris, and a slightly singed mattress had been placed in the center of the room. He dumped her to the floor. Her legs wobbled under her weight, but she managed not to fall. Yet. "The water is still on," Octavius said. "I wouldn't recommend drinking it, but the bathroom works." He glanced around the small space, then pointed at the corner closest the window. "Don't go over there, the floor boards are weak. Anywhere else is relatively safe. Does this… please you?" Again came that scorn, as if the words had been unbidden.

"It will do," Lynnea said. She crossed to the mattress, halting whenever the floor boards groaned beneath her. But they held her weight, and she took a seat on the mattress. She wanted to flop down and let the darkness take her, but first… "Do nothing to harm or destroy yourself," she said. "And don't kill me while I sleep." That dark eye blinked, but he didn't object to the commands. She leaned back on the mattress, folding her arms behind her head. "Wake me before dawn," she said as she closed her eyes. "You'll feel it coming on without even seeing the light. Wake me before the light takes you away." He nodded in assent, then turned away, and Lynnea let herself slip off into unconsciousness, trusting that she was completely safe, no matter how much Octavius wanted to kill her.

XXX

Otto stared down at the sleeping girl for a long moment before turning his back on her. Not wanting to be in her presence any longer, he shuffled towards the bathroom, the actuators dragging after him. The pull between him and Lynnea had lessened now that she was sleeping, but he doubted he could violate her final commands.

Four stubby candles were arrayed around the blackened sink, and Otto pulled out the lighter he'd stowed in the cracked medicine cabinet and lit them one by one. His bandaged face came into focus in the mirror, the whole side divided from the damaged half by the crack down the mirror's center. He glanced once back towards the living area to ascertain that Lynnea hadn't woken, then carefully began to unbind his head wound.

The blood-caked bandages didn't want to pull apart at first, but finally, they began to unravel under his persistent tugging. When at last they fell away, Otto was suddenly very glad that he couldn't eat, because he would have lost the contents of his stomach right then. Blood glistened in the candle's light, vivid scarlet against the pale white of bone. Where his left eye should have been was a ragged, gaping hole, with slivers of bone protruding from flesh. And in that horrifying gap in his skull, coated in a thin crimson layer, was a pulpy mess of grey tissue that should never have seen the light of day. Fingers shook as he probed the wound, but he felt nothing.

And that's when the last lingering doubts died. He could deny it no longer. He was dead. These past few months, before O'Connell, before Rosie, he'd begged for death. The actuators wouldn't let him die, not as long as their existence depended on his own, so he'd begun a slow, self-destructive lifestyle that would have brought him to death before the actuators realized what he intended and took action to prevent it. And now he had that death, finally… but it wasn't going to reunite him with his beloved.

And still the tears were denied him.

He slumped over the sink, resting his shattered head on the broken mirror. Blood smeared against the glass, but he didn't notice. He wanted to scream, to sob, to beat his head against the mirror until thought was no longer possible for him… But Lynnea's command still rang in his ears. _"Do nothing to harm or destroy yourself." _He slid down, his grip slipping from the sink, and he fell on the floor with an impact that made the burnt boards beneath him groan in protest.

Why had this happened? Why was he horribly aware of the world around him, while Rosie was blessed with sweet oblivion? Why hadn't Lynnea realized that there were _reasons _for rules, and that disobeying rules could have serious consequences? He was the one paying for her mistake. _It isn't fair… _Most of all, he wondered, _Why me? Why did she have to choose me?_

"_Worse… you may be damaged in other ways that I haven't detected yet because of my foolishness." _What did that mean? What could possibly be worse than this hell he existed in now? _Damaged… _

He slumped on the floor, screaming silently, wanting to voice his anguish but unable to do anything that would awaken his 'master.' All he could do was sit on the floor, wrap his hands around his head, and shake with sobs that he couldn't express.

XXX

A weak tingling in his flesh finally drew him out of the deep pool of despair in which he drowned. He lifted his head, wondering what it was, then realized it was the first stirrings of dawn. Otto stood slowly, noticing that his muscles weren't even sore despite being stuck in the same position the entire night.

Lynnea was still fast asleep, and he ducked over her, cautiously nudging her shoulder. The fact that there was a knife hilt sticking out from under the tatty pillow wasn't lost on him. Her hand did instinctively slide towards the weapon, but she didn't draw it. Instead, she focused on him blearily, then her eyes went round when she realized he'd uncovered his wound. Probably not the best thing to see the first thing in the morning…

The young woman shifted off the mattress, stretching. "It's almost dawn," she said. She patted the mattress. "You might want to lie down for this."

It wasn't a direct command, so Otto continued to look at her. "I don't want to die," he said, his voice plaintive. Lynnea visibly flinched.

"I'm sorry," she said, and the apology seemed to be heartfelt. "I'm so sorry. I never intended for it to be this way." There were no tears in her dark brown eyes, but her voice cracked slightly. "I know that my apology means nothing to you, but I'll make it up to you. Somehow."

Otto didn't look at her as he knelt by the mattress, gathering the ragged pillow under his arm and positioning himself so he was lying on his stomach. He buried his ruined face into the stained pillow; he didn't want to look at Lynnea right now. There was nothing she could do to make this better. Nothing.

The tingling intensified, becoming a burning sensation sweeping through his cold body. Every cell felt like it was afire, shriveling from the heat. He bit his lip, refusing to cry out. Instead, he leaned harder into the pillow, closed his eye…

…and let the dawn's light claim him.

To Be Continued…


	4. Nightmare

Disclaimer: I don't own the Spider-Man characters that appear within this fic; all belong to Marvel. Lynnea and O'Connell are mine, however.

Author's Note: Sorry for the wait; I was on a vacation, and I've also been racking my brains thinking of a direction to take this in that isn't like anything in _Moonlight Becomes You. _I think I've thought of something to make this very different. Yay! Unfortunately, this durned fic is going to turn out longer than I thought. Why does that always happen to me? This chapter is short, and slow, and didn't turn out how I'd hoped, for which I apologize. It's tougher to write without Otto around! Think of it as an interlude. Yeah. Also, you'll find that I've given more depth to my original characters in this fic than they had in MBY; I'm not sure why that is, but I hope that you enjoy it.

_**Death Becomes You**_

_Four – Nightmare_

Lynnea released a breath she hadn't known she'd been holding as the doctor's body went slack, empty. With everything else that had gone wrong with his raising, Lynnea had been worried that there would be problems with his diurnal dormancy. She could still here his plaintive, "I don't want to die!" echoing in her ears. She leaned over to check him, just to make certain… His skin was ashen, flaccid now that his body was no longer caught in the grips of rigor mortis. His face was slack, empty. Gone was the brilliant personality that had given this empty shell life. _But not forever… I have to do something to free him once I'm done with him. _

She straightened, stretching. Her body still ached slightly from the previous night's exertions, and she felt a bone-deep weariness that would be slow to fade, but it was nothing she couldn't ignore. She went to the window, rubbing the soot-encrusted glass so she could view the city outside. By day, this section of the city seemed a little run down, and the people on the streets below were shabbily dressed. Her own clothing was a little worse for wear after sleeping in the fire-scarred hotel; she wouldn't stand out strolling down the streets. Better, if any of O'Connell's men ventured down this street, they'd be obvious in their clothing. She could safely stay here until nightfall, if it weren't for the fact that her cell phone didn't seem to be getting a signal. Damn; she needed to call Lenore, and she needed to reach one of her instructors to learn if it was possible to undo what she had done to Octavius. It wasn't a conversation she was looking forward to… And there was the added bonus that the police would be looking for her after her spectacular hospital breakout the previous night. The police had gotten a good enough look at her to identify her.

After checking again on Octavius, just to make certain, Lynnea tried to clean herself up in the bathroom, but gave up when the scummy water just made her soot-smeared hands even dirtier. She helped herself to a gulp of stale water that she'd found stored in a two-liter soda bottle; Octavius had salvaged several bottles, filled them with water, and stashed them in the corner of the burnt out room. There was food, too, dented cans that could have come from anywhere. She decided not to touch them, preferring to buy food that didn't house a bacterial culture…

Lynnea slung her bag over her shoulder and proceeded to retrace Octaivus's steps from the previous night. She didn't want to leave the safety offered by the condemned building, but she needed to pick up the rest of her stuff from the First Ave Mission. Bat was probably having a fit by now, and making himself a total pest to the volunteers. She pitied the volunteers… She put the thought out of her mind; it was going to take all her concentration to remember the way out. The building looked different in the daylight filtering through the flame-damaged walls, and she was looking at everything from a different angle. It was amazing how being slung over someone's shoulder like a sack of potatoes affected one's perspective.

She was fine until she reached the beam that spanned the hole in the floor. Intellectually, she knew that it had supported both her weight and the scientist's, but she suddenly found it hard to believe that that four-inch-wide beam bridging a three-storey drop could hold her. And, unfortunately, the beam was in the center of the hole; in the crossing, she wouldn't be able to reach out and brace herself against the wall if she lost her balance. _I need to get out of here. I need to speak to my daughter. I need to get to my things. _Hands outstretched, she took the first step. The beam bowed under her weight, and she nearly toppled sideways. _I need to take gymnastics… _Most little girls learned to walk balance beams as children. She had learned to raise the dead. She'd thought those girls had been pathetic, but now they were getting the last laugh. Which was the more useful skill, now?

To her surprise, she managed not to die getting across, though she did get a scare when she reached the halfway point and her foot slipped. She was just glad she didn't wear high heels, or she'd never have managed it. It was the worst she faced; though the steps were a little perilous, she made it down to the first floor and out the boarded up door without any further difficulties. She'd made her exit as surreptitious as possible, not wanting to alert any other of the city's homeless that the building was safe for their habitation. It wouldn't due to come back to find Dr. Octavius's corpse had been robbed…

She flagged down a taxi, ignoring the look the driver gave her upon seeing her blood-stained, black-streaked shirt. She directed him to take her to the First Ave Mission, then leaned her head back on the leather seat and closed her eyes. The ride seemed to take forever, but at last the taxi pulled up in front of the familiar battered façade of the Mission. She passed through the scarred wooden door and went inside, bypassing the benches and tables, sparsely populated at this time of day, and making a beeline for the back room and her things. She didn't want to have to explain to her so-called 'protectors' why she'd left the sanctuary so abruptly the previous day without a word of explanation.

Fortunately, most of the volunteers paid Lynnea no heed. Her aloof attitude had discouraged any attempts at being friendly, and the girl behind the soup counter only gave her a cursory glance before going back to reading the copy of the _Daily Bugle _she held. The front page was dominated by the story of Dr. Octavius's 'return from the dead' and his 'vengeful rampage.' From the girl's disinterest, Lynnea gathered that she hadn't been identified by the _Bugle. At least _something_ went right last night, _she thought glumly.

Her things were still, for the most part, packed in the large duffle bag she'd left shoved under the storeroom's cot. Bat was curled on the flat pillow, its white case covered with a layer shed fur and the stuffing he'd torn free in his boredom. At her entrance, he glared at her reproachfully, then took his time getting to his feet, the process further slowed by his graceful stretches. That done, he sat at the edge of the cot, tail wrapped around his paws, and watched as Lynnea gathered the rest of her possessions and stuffed them in the duffle. Then he strutted over to his cat carrier, waiting with a resigned expression for his confinement to his own personal kitty hell.

On her way out, she snatched the _Daily Bugle _from where the volunteer had discarded it on the counter, ignoring the girl's icy look as she passed.

_What should I do next? _Lynnea wondered. She wasn't anxious to get back to the still form in that fire-scarred husk of a building, where she'd be alone with her thoughts… her guilt… No, she needed to find somewhere that she could make her calls without worrying about being overheard, somewhere she could plot her next course of action. Guilty feelings or not, she was going to use Octavius to kill O'Connell.

XXX

Steven O'Connell, director of Quest Aerospace, placed the palms of his hand on his desk to keep from clenching his fingers into fists. "Now," he said slowly, deliberately, "tell me again: _What_ happened at the hospital last night?"

This whole thing was a nightmare, O'Connell thought broodingly. First, his prized possession had made his escape, then he'd died _outside_ of Quest's perimeter, thus making it impossible to cover up the 'attack' on Quest and retrieve the scientist's body before anyone was the wiser. And now… his attempt to steal Dr. Octavius's corpse – or, at least, the actuators, should they be removed – had been unexpectedly foiled. The man seated before O'Connell shifted uneasily under his boss's glare. "Before we could retrieve the package, it… it walked away." His features were clouded with confusion. "The staff said that he was dead, but there are witnesses who saw him leaving with that girl he was supposed to kill." Here, the man's voice was tinged with derision; _he _hadn't been one of those sent to kill Lynnea.

_Lynnea… _That was the only clue he needed to put together what had happened at the hospital. She'd revived him, as she had his wife Rosie, and just waltzed out of the hospital with no one the wiser. His lips peeled back in a snarl; there could only be one reason she'd raised the doctor. _To get revenge on me… Fantastic… it was bad enough to dread the day that unstoppable monster broke loose and came after me; now he's an _unkillable, _unstoppable monster._ And it was no use keeping Rosie hostage; the brainless puppet wouldn't give a damn what O'Connell did to the shell of his wife. So much for his insurance.

_Time to apply for a new policy, _O'Connell thought, smiling thinly. Fortunately, he never made plans without contingencies… He turned his attention back to the man seated before him, giving him an unpleasant smile that made the man before him squirm. "I'm displeased at your failure, but, in light of the unexpected circumstances, it couldn't be helped. Fortunately, the situation can be salvaged. Contact Caruthers; tell him it's time to put Plan B into action." The man nodded and stood up; O'Connell paid him no heed as the man exited the executive office.

O'Connell leaned back in his leather chair, kneading his forehead as if he could just massage away the throbbing in his temples. With his free hand, he flipped open the laptop on his desk, booted it, and accessed the security mainframe, finding the hidden file that was impossible to locate if one didn't know where to look. Tracing a call placed from a cell phone was difficult, but he knew the frequency of Lynnea's phone, and if she placed a call anywhere from within the city, Quest had equipment sophisticated enough to trace it to her location at the time. He'd order his men to follow her, not kill her. Not yet. She was currently Dr. Octavius's controller, and while the man's mind was gone, his body and the actuators were intact. While it occurred to him that he could just have his men snatch Octavius's body while sunlight rendered him immobile, the scientist would awaken still under Lynnea's control, and attempt to carry out his likely directive: to kill O'Connell. True, O'Connell could just behead the corpse before it awakened, and have the actuators, but it would be a waste. If he could just persuade Lynnea to transfer control of Octavius to O'Connell, then all wouldn't be lost. He'd still have a devastating tool to use against his enemies – one that wouldn't suddenly develop a conscience and refuse to kill. One that couldn't be killed by stray gunfire; even if the puppet would feel the pain ten-fold, it would still obey orders, still do whatever damage O'Connell demanded of it.

Lynnea hadn't called anyone yet, and he folded his arms behind his head, staring broodingly off into space for several long moments, seeing nothing. _This isn't the revenge I promised you; that was taken away from me. _He'd vowed to make Octavius suffer; using the man for his own purposes had just been a bonus. _I pushed him too far, and I lost him before my revenge was complete. _O'Connell's lips curled into a snarl. _But even if I can't _physically_ hurt Octavius any longer, I can find other ways to destroy him… This, I promise you. _

XXX

Lynnea sat on a bench in Central Park, slowly unwrapping on of the hot dogs she'd bought from a vendor. She broke off a piece and shoved it through the bars of Bat's cat carrier before taking a bite herself. She stared out at the brave New Yorkers who had left their familiar paved streets to venture out into nature, if this sad, enclosed expanse of grass and trees dwarfed by the towering skyscrapers could be called 'nature.' It was pathetic, but if she kept her eyes at the level of the trees and didn't breathe through her nose, she could pretend that she wasn't in this accursed city on the run from a madman and his goons.

She finished the first hot dog and started on the second, taking her time, delaying the next task on her agenda. She'd just tried to call Lenore before tackling her hot dogs, but had been told the girl was sleeping. The nurse had offered to wake her, but Lynnea knew her daughter would be exhausted by the long day of treatments, and wanted her to rest up. All that was left to do now, before returning to Dr. Octavius' resting place, was to call Stephanie. If anyone could solve Lynnea's problem, it was Stephanie, her first instructor in the dark arts. If she couldn't find the answers, she had connections to people who could.

But asking for help would be an admission of her guilt. Lynnea had broken too many rules raising Dr. Octavius; there would be consequences, dire ones. The other re-animators cut her some slack because of the desperate situation with her daughter's medical bills, and, though they were too polite to say it outright, they expected Lynnea to have some crossed wires due to all that had happened to her. She'd be offended, but it was true – her life had been turned upside down, and she'd been left irreparably altered.

Stephanie was also one of the few people that Lynnea trusted completely. Short, plump, and very, very blond, the friendly woman looked as if she'd be more at home in a daycare center than in the occult bookstore she ran. It had made her the ideal mentor for a young woman recovering from a traumatic experience that left her unwilling to trust anyone. But behind that friendly, matronly exterior lay power unmatched by any re-animator Lynnea had ever met. She was also an archivist of re-animator lore; there had to be some precedent that would help Lynnea with her quandary.

Finally, she couldn't put it off any longer, and placed the call that could end her career, and possibly even her life.

XXX

The darkness closed in, a near-tangible presence against illusory flesh, pressing against him, squeezing him, choking him. He felt as if he would die of it, except…

…except that he was already dead, wasn't he?

He remembered his death, remembered the bullet burying itself into his skull and leaving scorched and pulped flesh in its searing wake. And with that death had come a foul mockery of life, under the complete control of another. Sunlight had brought him a momentary reprieve from his shackles, but this… this nothingness was considerably worse. Was this what true death was like? This sensory deprivation that left his active mind with no outlet? He attempted to open a mouth he no longer possessed to cry out, to protest that this wasn't right, this couldn't happen to him, his flesh may lay rotting, but his soul was still conscious! What if he were doomed to spend eternity here, in this nothingness? Even with his brief nights of half-life as a reprieve, Otto knew he'd eventually go mad if this was all there was. Faintly, Otto could sense the vast gulf that yawned between him and his body, but the way back was closed to him.

_Don't think about it, _he told himself firmly. _Think about something else. Think about… Rosie. Think about how, once this is over, you can be with her again. _He tried to picture his wife's face, focusing his entire will on summoning an image of the woman he'd loved for so long.

Nothing came.

Frantically, he dug deeply into his memories, catching glimpses of that familiar figure, phantasmal images that dissipated before he could focus on them. Even those few moments spent with the puppet she'd become were blurred around the edges, and he couldn't _see _her. The more desperately he sought her, the more quickly his memories slipped away, or popped like soap bubbles, leaving him with nothing. Nothing, except remembrance of the hellish months without her in his life; the months where he'd been half a man, an outcast, a monster.

It was as if a large portion of his memories had been carved away. Had they been this incomplete the previous night, when his body had been animate, and he hadn't noticed? Or was he gradually losing himself? Was this why his wife's body had been an empty shell, because her memories had been eaten away, leaving nothing?

Would he, too, forget who he was, until he was nothing more than Lynnea's mindless puppet?

XXX

The call seemed to have sapped what little energy Lynnea had recovered from her night's sleep, and she sagged against the corner lamp post, one hand raised to listlessly flag down a taxi. Her call to Stephanie had gone about as well as could be expected

"_Lynnea, what have you done?"_ the woman had demanded suspiciously, after Lynnea's first stumbling attempts to tell Stephanie a half-truth.

The truth had tumbled out, despite Lynnea's determination to hold back the details. Stephanie had remained silent as Lynnea told her tale, withholding her judgment until she'd heard the entire story. When Lynnea finished, the older woman had been silent – not a good sign, with the normally garrulous woman. Lynnea had waited, her rapid heartbeats sounding abnormally loud in her ears. Finally, Stephanie had heaved a sigh, and said in a tight voice, _"I'll help," _she said shortly. _"And I won't tell anyone what you've done – not yet, anyway. That should give us time to mend this." _Lynnea's thanks had been profuse, but Stephanie had brushed them off. _"Be warned: if I can't find a way to repair your mistake, Lynnea, this Dr. Octavius of yours won't be the only ghost that can't find its way to the afterlife." _Lynnea had shuddered; there was no jest in the other's voice. _I've signed my death warrant, _she thought dully, staring sightlessly at Bat's cat carrier.

A taxi pulled up, and Lynnea climbed in. The driver protested in a language Lynnea couldn't identify at having the cat in the car with her, but she spoke over his protests to give him directions. Unfortunately, her directions were a little confused and it took her longer to get to her destination than she'd wanted; New York was far bigger than any city she'd ever been in before, and only a quick memorization of street names enabled her to get anywhere at all. Fortunately, she made it to the street corner she'd selected on her way out without further incident, and the taxi driver left with more money than he deserved, leaving Lynnea to find her way from the street corner to the ruined hotel two blocks away.

Half a block from the hotel, Lynnea felt a prickling sensation on the back of her neck. She didn't slow, but she angled her head slightly, trying to glimpse whatever could have caused the feeling of being watched. Unfortunately, though pedestrian traffic was thin in this sector of the city, it was difficult to pick out anyone paying attention to her. It could be paranoia… or it could be something else entirely. Lynnea continued onward, past the street with the abandoned hotel, trying to seem as if she were just taking a casual stroll. She stopped just once, to relocate her ever-present knife to a position within her sling.

She aimlessly ambled around for almost an hour before she finally judged that she was safe enough, and, after half an hour, found her way back to the hotel. After a quick glance around, she slipped through the boarded up doorway and into the fire-gutted interior. She sighed with relief as the feeling of watching eyes faded completely, and wanted to sink to the floor until her heart ceased its hammering at her ribcage, but she only paused to let Bat free from his carrier – the cat would be better off crossing the beam on his own rather than trusting her own balance, and the carrier would be safe enough stashed on the stairwell.

She retraced her steps, Bat hot on her heels. When they reached the beam, he crossed without hesitation, then turned to watch his mistress cross. Lynnea decided she was too weary to even attempt to balance, and instead, scooted along on her rear. Bat twitched his tail at her undignified mode of travel, but at least she got across without incident.

Before reaching the door, she felt it; a backlash of power that made her stagger and fall to her knees. Bat mewed in alarm, rubbing his head against Lynnea's thigh as she struggled to fight back the sudden disorientation. She took a deep breath and closed her eyes, looking inward, confirming what she already knew: the backlash had been caused by the return of the spark of her own life used to animate a puppet – one of her puppets had just been destroyed. She climbed to her feet and stumbled towards the closed hotel suite door, her legs regaining their strength with every step. The door creaked open, and she slipped inside.

The doctor was just where she'd left him, splayed face-down on the mattress, the white gleam of bone very visible against the waves of dark brown hair. He was untouched since she'd last seen him, which meant it was another puppet that had had its strings severed – and she'd only had one other animated corpse puppet: Mrs. Octavius.

Bat froze when he saw Octavius, the twitch of his whiskers the only sign that he hadn't suddenly transformed into stone. Then he took a hesitant step forward, then another, sprang up on the mattress near the doctor's shattered head, then poked one paw tentatively at the slack face. Bat drew back, ears flat, and turned to face Lynnea. The look he gave her was eloquent in its disapproval, and she had the urge to apologize to her long-time friend. He mewled his disapproval, then turned his back on Lynnea, choosing to curl up beside the doctor's limp form.

_Even my own cat hates me for what I've done. _It shouldn't hurt, but it did. She sank down against the wall, leaning back against the hard wood and closing her eyes. There was nothing left for her to do but wait for Dr. Octavius to awaken.

XXX

The world around him was gradually growing lighter, but he was buried too deeply in his fragmentary memories to notice. He saw blood, violence, death… components he knew his life hadn't been made up of until recently. He glimpsed a wedding dress saturated in blood, four long, skeletal shapes squeezing a heart-wrenchingly familiar figure that hung from their coils like a broken rag doll, and…

_This isn't right! These aren't my memories! _he cried. _Why are you tormenting me like this? Why won't you go away? Why can't you-_

"Leave me alone!" Otto screamed, the unexpected sound of his own voice making him jump, and the large black shape that had been curled near him sprang away, hackles up, back arched, and tail fluffed up. Otto stared at the hissing black cat, who was slowly calming as he realized there was no threat, and eventually began to bathe himself as if he'd never even been frightened.

Lynnea was staring at him with startled eyes; it looked as if he'd woken her up with his cry. Well, he wasn't going to apologize – he had that much control, at least. The girl recovered quickly, and fortunately had the sense not to say something tactless like, "Good evening," or "Rise and shine." Instead, she said, "I contacted one of my peers; she's looking in to how I can put you to rest." She got to her feet and, pulling out a lighter, began to light the nearest candles.

"_Looking in to it," _Otto thought. _Which is a polite way of saying, she has no idea whatsoever what to do with me, and I could be like this for a long time. _Otto just grunted in acknowledgement as he pushed himself to his hands and knees. The mattress beneath had dark stains where his head had rested. Otto probed the wound, feeling the dust and fuzz that had crusted to the dried blood, and thought maybe it would be better, after all, if he left the wound bandaged.

"So you and I could be together for awhile," was all Otto said.

"Yes," Lynnea said. "Assuming she can find a way to undo what I've done." At least she felt no need to sugar-coat the truth. She'd tensed with her last words, and Otto suddenly wondered what would happen if there was no way to undo this – not just to him, but to Lynnea as well.

"Will I last that long?" Otto asked.

Lynnea frowned. "What do you mean? Corpse puppets don't decay – they do return to the state of decay they were in at reanimation during the day, but there's no further decimation of the body."

"I mean mentally." Otto wondered how much to tell her about his nightmarish 'sleep,' then decided to tell her the whole truth. He wondered if that was because he felt she needed to know all the facts, or if it was because he didn't want to hold anything back from his 'master.' "My memories seem to be fading – the happy ones, anyway. And I saw images that I _know_ never happened, such as the actuators…" Otto faltered. "The actuators… killing my wife… squeezing the life out of her and leaving her broken…" Otto swallowed. "And worse… I can't even remember Rosie's face! I can't picture what she looks like anymore, even though I saw her just a few nights ago! What's happening to me?" Desperation made his voice rise in pitch.

"I… I don't know," Lynnea said, turning to face him. "I've never heard of anything like this happening to a corpse puppet – but I've never encountered a puppet raised as early as you." She licked her lips, for a moment absurdly reminding Otto of a serpent. "I'll-"

Bat suddenly looked up, ears pricked. He trotted over to the door and stared at the black-smeared wood. Lynnea clamped her mouth shut and turned to follow his gaze.

Irritated, Otto began, "What-" but Lynnea waved him silent. Finally, she asked, "Did you hear that?"

Otto shook his head. "Probably just a rat," he said.

"If so, then that was one big ass rat to make a sound that carries so well," she said dryly. "The sound was coming from one of the floors below us." She drew her knife. "We need to get out of here – it could be one of O'Connell's men. Or the police."

Otto had little choice in the matter, now that his master's intentions were clear. "Without the actuators, the only safe path out is the way we came in," he said. "The building's exterior is too smooth to climb down, and there is no fire escape we can conveniently use."

Lynnea gathered up her bag and, with Bat following behind, they carefully retraced their path out. Otto clambered across the beam without thought, though Lynnea was more hesitant. They made it safely down to the second floor, where Lynnea grabbed the abandoned cat carrier. Before advancing further, they paused to listen. Beyond the muffled sounds of the city outside, Otto didn't hear anything. Neither did the cat, apparently; the sleek black feline sauntered down the last flight of stairs to the ground floor with no hesitation. As he and Lynnea followed, Otto wondered at what point he'd lost enough of his sanity to trust a cat's judgment.

He was starting to think that the sound had been a figment of cat and owner's imagination when Lynnea gently touched his arm to get his attention and pointed.

A stream of moonlight – or perhaps it was just lamplight – slanted downwards from a broken window, coming to rest on a graceful, snowy white shape. _This wasn't here last night… _Otto's breath caught in his throat, and he took a stumbling step forward without realizing it. He heard Lynnea's sharply indrawn breath behind him, but she didn't halt him. Otto came within a foot of what remained of a leather easy chair, the leather toughened and cracked, the stuffing weeping from holes burnt into the cushions. A dark shape, vaguely recognizable as human but with something about it that screamed of wrongness, was seated on the chair, hands clasped before its chest.

A flame flared into existence behind him, and Lynnea stepped up beside him, holding a lighter before her. The glow caught the pale white hands, closed over a plush black lump, and edged up a slim torso hugged by a deep, wine red dress that ended in a v-shape beneath the throat. And above that throat was… nothing. Nothing except ragged flesh and rivulets of blood… Otto turned away, no longer able to look. Had he had anything in his stomach, he would have lost it then and there. The body's head may have been gone, but Otto knew who it was, had known the moment he'd seen those graceful hands, the left of which had been horribly maimed, even if he couldn't consciously remember her face. _Rosie… _The message was clear; his need for her had ended, and he had decapitated her as punishment. It had another meaning as well: O'Connell knew where they were.

Lynnea brushed past him, and began to pull at whatever it was that Rosie clutched in her hands. Otto wanted to snap at her to leave his wife be, but his throat closed and his jaw locked before he could dare speak ill of his 'master.' Then the anger faded as Lynnea extracted a battered stuffed dog from Rosie's grip, her hand shaking as she examined it in the flame's light.

She stared at the stuffed dog in her hand, and her face suddenly seemed very, very white. "It's Oni," she whispered, her voice cracking alarmingly. She held the stuffed animal to her chest and stared up at Otto with huge, dark eyes. "This is Lenore's," she said, her voice raising several octaves with every word until she was almost screaming. "He has my daughter!"

To Be Continued…

I have no idea how the police trace cell phone calls, but I've seen them do it on various crime dramas. And I assume that Quest has some of the best equipment out there, so it's probably very possible for them to track Lynnea. And yes, the actuators will be making a return soon, either next chapter, or the one following.


End file.
